SPECIAL EVENT LICENSING AND RENTAL AGREEMENT

SPECIAL EVENT LICENSING AND RENTAL AGREEMENT

FOR THE USE OF THE CITY HALL COMPLEX

THIS SPECIAL EVENT LICENSING AND RENTAL AGREEMENT FOR THE USE OF CITY HALL ("Agreement") is made and entered into this _____ day of _______________, 20___, by and between the City of Las Vegas (the "City"), a municipal corporation within the State of Nevada, and ____________________ (the"Licensee"), _____________ [INCLUDE TYPE OF LEGAL ENTITY AND STATE OF CREATION][IF THE LICENSEE IS AN INDIVIDUAL, THEN STATE"IN HIS INDIVIDUAL CAPACITY"].

RECITALS

WHEREAS, the City is the owner of the real property and building thereon located at 495 South Main Street, Las Vegas, Nevada, which is commonly known and referred to as the "City Hall Complex"; and

WHEREAS, Licensee desires to license the use of that certain portion or portions of the building (the "City Hall Building"), and/or that portion of the premises outside of the City Hall Building, which comprise the City Hall Complex for the upcoming event described below which will be held by the Licensee; and

WHEREAS, the parties hereto desire to enter into this Agreement authorizing use of the City Hall Building and, if applicable, the outside area adjacent thereto, for the upcoming event subject to the terms and conditions set forth herein.

The city will not consider utilizing space for any event that does not demonstrate a broader community impact either through a business, nonprofit organization, or an event designed to enhance professional development of city of Las Vegas residents. As such, personal events, such as birthday parties, weddings, etc. will not be considered eligible.

NOW, THEREFORE, in consideration of the above premises, the parties hereto agree to the following:

1. GRANT OF LICENSE AND RIGHT TO SUBLICENSE. The City does hereby license to Licensee, and Licensee does hereby license from the City, the use of that area or areas within the City Hall Building, and/or that portion of the premises outside the City Hall Building, which are specifically identified in Section 2 below (the "Site"). The actual location of the area or areas within the City Hall Building and, if applicable, the outside premises, which comprise the Site licensed for use by the License pursuant to this Agreement, is described and depicted in the City Hall Policy.

The Site is licensed solely for the purposes of the Event described in Section 2 below. As condition to the issuance of license for use of the Site, the Licensee agrees to comply with all of the requirements set forth in the City Hall Rental Policy, which is incorporated herein as a part of this Agreement. Licensee hereby acknowledges receipt of a copy of the City Hall Rental Policy prior to the execution of this Agreement.

IF THE INTRODUCTORY BOX TO THIS PARAGRAPH IS APPROPRIATELY CHECKED, then in addition to the license granted herein, the City hereby grants to the Licensee the right to sublicense the use of the Site to such vendors, concessionaires, entertainers exhibitors or other entities (the "Sub-Licensees"), which are necessary or desirable to hold the Event, provided the City has approved the Sub-licensee for the Event. The Licensee shall provide to the City the name each the Sub-Licensee and such other information as may be required no later than 10 days before the Event. The City reserves the right to deny in its sole discretion the approval of any Sub-Licensee for the Event. The Licensee may not sub-license the Site, or any portion thereof, to another overall producer or promoter without the written consent of the City.

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2. LICENSED SITE, RENTAL FEE AND ESTIMATED REIMBURSABLE COST. For purposes of this Agreement, the Site consists of the interior and/or exterior areas located within the City Hall Complex if the box has been appropriately checked below. The actual interior and/or exterior location within the City Hall Complex which is the subject of this Agreement is described in the City Hall Rental Policy.

IF APPROPRIATELY CHECKED IN THE CORRESPONDING BOX, the Site licensed herein, and the Rental Fee to be charged in connection therewith, will consist of the following:

A. CITY HALL AND OUTSIDE PLAZA 1. Outside Plaza (approximately 7,250 sq. ft)

2. Outside Plaza & Lobby (approximately 16,370 sq. ft)

Min. Daily Rental Fee $ 150.00

$ 650.00

3. Lobby Only (approximately 2,730 sq. ft)

$ 500.00

4. Outside Patio-2nd Floor (approximately 8, 800 sq. ft)

$ 550.00

5. Cafeteria-2nd Floor (approximately 3,170 sq. ft).

$ 250.00

6. City Hall Chambers-2nd Floor (capacity: 500)

$1,500.00

438 fixed audience seats + 8 wheel chair spaces + 12 seats at the back corner tables.

B. TRAINING ROOMS

Min. Daily Rental Fee

Achievement Training Room-1st Floor (approximately 990 sq. ft)

$ 200.00

Creativity Training Room-1st Floor (approximately 720 sq. ft)

$ 200.00

Teamwork Training Room-1st Floor (approximately 932 sq. ft)

$ 200.00

Integrity Training Room-1st Floor (approximately 870 sq. ft)

$ 200.00

Ownership Training Room-1st Floor (approximately 870 sq. ft)

$ 200.00

TOTAL RENTAL FEE

$

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3. EVENT DESCRIPTION. The Licensee agrees that the Site will be used solely for the purpose of the following described event: ______________________________________________________________________ (the "Event").

4. EVENT DATE. The Event will be held on the following date(s): ________________________________________.

5. LICENSE TERM. This Agreement will commence as the date set forth above (which date will be the date of execution by the City) and will terminate on ____________ (the "License Term"). The License's right to use the Site shall terminate with expiration of the License Term. Any need to set-up, tear down and remove any equipment or other items of personal property shall be completed prior to the expiration of the License Term.

6. RENTAL FEE AND REIMBURSEABLE COSTS. As consideration for the license granted herein to use the Site for the Event, Licensee agrees to pay the Rental Fee set forth in Section 2 above, which has been determined by the City in accordance with the City Hall Rental Policy previously provided to the Licensee.

IF THE INTRODUCTORY BOX TO THIS PARAGRAPH IS APPROPRIATELY CHECKED, then in addition to the payment of the Rental Fee, if so determined to be appropriate by the City because of the nature of the Event and proposed use of the Site, the City may require the Licensee to pay for certain costs in the amount of $_______________ (the "Estimated Reimbursable Costs"), which the City anticipates that it will incur prior to the Event. Subsequent to completion of the Event, the Estimated Reimbursable Costs paid to the City will be subject to reconciliation and settlement as set forth in Section 7 below.

The Rental Fee and the Estimated Reimbursable Costs must be paid by check, made payable to City of Las Vegas, on or before ___________________(which date is approximately 8 weeks before the Event). If the payment is not received in full by this deadline, Licensee will be denied use of the Site.

7. SECURITY DEPOSITS. In addition to payment of the estimated rental fee and the estimated reimbursable costs set forth in Section 5 above, Licensee also agrees, if appropriately checked, to pay the amount of the following refundable deposits:

a.

Damage and Reimbursable Cost Deposit:

$ 1,000.00

b.

Cleaning Deposit:

$ 500.00

TOTAL DEPOSIT (collectively the "Security Deposit") $ 1,500.00

The Security Deposit required herein has been determined by the City in accordance with the City Hall Rental Policy. The Security Deposit secures reimbursement of the City for (i) any deficiency determined pursuant to Section 7 below concerning reimbursable costs incurred by the City, (ii) the out of pocket expenses made by the City on behalf of the Licensee for the Event, (iii) the costs of clean-up in the event that the Licensee fails to return the Site to its original condition (reasonable wear and tear excepted) after the Event, or (iii) any damages inflicted on or to the Site as a result of the Event. If the any of the deposits identified as a, b, or c above is insufficient to cover the costs incurred by the City associated with that the deposit, the City may deducted the deficiency from the other deposits.

The Security Deposit is to be paid by check, issued in the name of the "City of Las Vegas", which is payable at the same time as the Rental Fee and the Estimated Reimbursable Costs are due the City as set forth in Section 6 above, unless a different date is otherwise agreed to by the City.

IF THE INTRODUCTORY BOX TO THIS PARAGRAPH IS CHECKED, then the City has agreed to waive the security deposit set forth in Section 7. In lieu of requiring the security deposit, after completion of the Event, the City will submit to the Licensee an invoice for clean-up costs and any damage to the Site. Licensee agrees to pay such invoice within 30 days of the invoice date.

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8. SETTLEMENT OF ACTUAL AND ESTIMATED REIMBURSABLE COSTS. A final determination of the actual reimbursable costs incurred by the City shall be made no later than three (3) weeks following completion of the Event. The actual reimbursable costs will be determined in accordance with the City Hall Rental Policy. If the Estimated Reimbursable Costs previously paid to the City pursuant to Section 7 above exceeds the total amount of the actual reimbursable costs incurred by the City for the Event, then any overcharge in will be refunded to the Licensee. If the actual reimbursable costs incurred by the City exceed the previously paid Estimated Reimbursable Costs, then the deficiency will be deducted from the Security Deposit. If the Security Deposit is not sufficient to cover the aforementioned deficiency, Licensee agrees to remit payment of the deficiency within 5 days of receipt of an invoice from the City.

9. RIGHT OF TERMINATION. The City shall have the right, at its option, to terminate this Agreement, and the license granted hereunder, if the Licensee fails to perform its obligations, or fails to comply with the terms and requirements imposed under this Agreement. In the event of such failure, the City may reenter and retake possession of the Site, remove all persons therefrom, and seek any legal proceeding, if necessary, to obtain such possession. Any cost incurred by the City in recovering possession of the Site, including reasonable attorney fees and court costs, shall be paid by the Licensee.

10. CANCELLATION BY LICENSEE. If the Licensee desires to cancel this Agreement, and written notification is given to the City pursuant to Section 29 below, the Licensee shall be entitled to return of the previously paid Security Deposit, and the previously paid Estimated Reimbursable Costs after deducting any actual reimbursable costs incurred by the City.

The return of the previously paid Renal Fee shall be prorated as follows:

a. If the cancellation is more than 60 days before the Event, and not more than four (4) weeks after the execution date of this Agreement, the Licensee shall receive a 100% refund of the Rental Fee

b. If the cancellation is within the period of 60 to 31 days before the Event, Licensee shall receive a 75% refund of the previously paid Estimated rental fee.

c. If the cancellation is within the period of 30 to 15 days before the Event, Licensee shall receive a 50% refund of the Rental Fee.

d. If the cancellation is within the period of 14 days or less before the Event, Licensee shall not receive any refund of the Rental Fee.

If the Licensee has not previously paid the Estimated Reimbursable Costs to the City, then such actually incurred costs and any damages suffered by the City as a result of the cancellation shall be deducted from the Security Deposit, and the balance remaining thereafter, if any, refunded to the Licensee.

11. FORCE MAJEURE. Neither the City nor the Licensee shall be liable for failure to comply with the provisions of this Agreement is such failure is caused or due to the acts or regulations of public authorities, labor difficulties, civic tumult, strike, epidemic, acts of God, or any cause beyond the control of the City or the Licensee.

12. TERMINATION. The City may terminate this Agreement if the Licensee fails to perform any of its obligations under this Agreement. Upon termination of this Agreement for whatever reason, Licensee agrees to promptly remove, at Licensee's expense, all of its property from the Site within 24 hours and to forfeit all advance payments made to the City for use of the Site.

13. CITY HALL POLICY. The Licensee agrees to observe and abide by all the City Hall Policy concerning the use of the Site, including, without limitation, 1) the prohibition of smoking anywhere on or within the City Hall Complex; 2) the use of City of Las Vegas licensed liquor caterers only for the provision of any approved liquor service; and 3) compliance with LVMC Title 6.50 concerning liquor service.

14. EVENT SECURITY. The Licensee is responsible for complete security of the Site. All security arrangements are subject to approval by the City and the Deputy City Marshals Unit of the Department of Detention and Enforcement. No

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later than 21 days prior to the date of the Event, the City and the Licensee will meet to discuss the security requirements for the Event. As a result to that meeting, the City will determine whether the security will be provided an independent security company or by the Deputy City Field Marshals Unit of the City. If the security is to be provided by the Deputy City Field Marshals Unit, a cost estimate for such security will be provided to the Licensee, which shall be paid to the City within five (5) days of the receipt thereof. If the security is to be provided by an independent security company, the Licensee will be responsible for contracting for the services of such company.

The number of required security personnel will be determined by the City based on the anticipated attendance at the Event. The Licensee will be responsible for the conduct of all persons allowed entrance into the Event.

15. INSURANCE.

a. No later than 21 days prior to the Event, Licensee agrees to obtain and furnish to the City as a condition precedent to any entry onto the Site, a certificate showing that there is in effect a policy of Comprehensive General Liability Insurance, which is at least as broad as the CG 00 01 form, in the minimum amounts of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. This coverage should include products and completed operations, include coverage for liquor sales, if applicable, broad form property damage coverage and broad form contractual liability. Such coverage shall be on an "occurrence" basis and not on a "claims made" basis.

The City, its officers, employees and agents shall be named as additional insured parties under such General Liability Policy and such notation shall appear on the certificate of insurance furnished by the Licensee's insurance company. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer and licensed by the State of Nevada. Each insurance company's rating as shown in the latest Best's Key Rating Guide shall be fully disclosed and entered on the required certificate of insurance. The adequacy of the insurance supplied by the Licensee, including the rating and financial health of each insurance company providing coverage, is subject to the approval of the City. The City requires that the insurance company issuing the policies required herein have and maintain a Best's Key rating of A VII or higher. The certificate of insurance evidencing the coverage required herein shall indicate that the insurance company or the Licensee cannot cancel the insurance without at least 30 days prior written notice to the City. Any language to the effect that the insurance company or surety company will "endeavor to inform" the City of cancellation or material change in coverage must be stricken from the certificate of insurance.

b. The parties agree that the amount of coverage for the policies of insurance required herein in no way limit the liability of the Licensee. The insurance required herein shall provide coverage for the full period of the Licensee's use and possession of the Site.

c. The Comprehensive General Liability Policy shall have a waiver of subrogation endorsement relieving the City from any and all liability to Licensee as a result any direct or imputed act by the City.

d. The Licensee shall be responsible for and insure against bodily injury and property damage caused by the acts or omissions of the Licensee and its Sub-Licensees, and their respective employees, representatives, servants, agents, licensees, invitees, patrons, guests or contractors. Licensee will not do, or permit to be done, anything in or upon any portion of the Site, or bring or keep anything thereon which will in any way conflict with the conditions of any insurance policy upon the Site.

e. All deductibles and self-insurance retentions shall be fully disclosed in certificates of insurance. No deductible or self-insured retention may exceed $10,000 without the prior written approval of the City.

16. INDEMNIFICATION. The Licensee agrees to defend, indemnify and hold the City, its officers and employees (the "Indemnified Parties") harmless from any and all liability, claims, demands, damages, losses, judgments, costs, fines, penalties, interest or expenses including, without limitation, reasonable attorney fees and court costs (collectively the "Claims"), for (i) any injury or wrongful death to any person (including, without limitation, any attendees at the Event) or damage to any property resulting from or arising out of the Event, (ii) any use of the Site by the Licensee, or (iii) any material breach by the Licensee of the provisions of this Agreement. For each and every claim brought against the In-

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